FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended:  December 31, 1998
                                  --------------

                        Commission File number:  33-96292
                                  --------------

                        Fremont Fund, Limited Partnership
                       -----------------------------------
               (Exact name of registrant as specified in charter)

           Indiana                                   35-1949364
--------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                                  5916 N. 300 West
                                 Fremont, IN  46737
                           ------------------------------
                     (Address of principal executive offices)

                                  (219) 833-1306
                                  --------------
                           Registrant's telephone number

Securities registered pursuant to Section 12(b) of the Act:

  Title of each class.       Name of each exchange on which registered.
  --------------------       ------------------------------------------
  None                       None

         Securities registered pursuant to Section 12(g) of the Act:

                    Units of Limited Partnership Interest
                    -------------------------------------
                               (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yes [   ]   No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K (Sect 229.405 of this chapter) is not contained 
herein, and will not be contained, to the best of registrant's knowledge, in 
definitive proxy or information statements incorporated by reference in Part 
III of this Form 10-K or any amendment to this Form 10-K.     [  ]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing.       None

There is no market for the Units of Partnership interests and none is expected 
to develop.  This is a commodity pool.  The Units are registered to permit the 
initial sale of Units at month end net asset value.

Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States 
Securities and Exchange Commission within 90 days of each of the years ended 
December 31, 1996 and December 31, 1997, at Registration No. 33-96292.

Registration Statement and all amendments thereto filed with the United 
States Securities and Exchange Commission at Registration No. 33-96292, 
particularly the Prospectus dated August 12, 1996, as amended by its post 
effective amendments, are incorporated by reference to Parts I, II, III, and 
IV.

                                    PART I

Item 1.  Business

On August 12, 1996, Registrant, through the efforts of its General Partner, 
commenced the sale of Limited Partnership Units at the price established by 
the General Partner of $1,000 per Unit.  The Units were sold and continued to 
be offered through World Invest Corporation, a National Association of 
Securities Dealers, Inc. registered broker dealer.  In November, 1996, upon 
the sale of a total of $600,000 in face amount of Units, the Registrant 
terminated the escrow established to collect the initial sales proceeds and 
commenced its principal business, the trading of commodities.   It is 
presently engaged in the trade of commodities and expects that activity to be 
continuos.  

Mr. Michael Frischmeyer, a National Futures Association registered commodity 
trading advisor ("CTA") was originally the sole person authorized by the 
Registrant to select trades.  However, because the trading results had 
produced losses of 28% since inception of trading, the General Partner, in 
July, 1998, selected another CTA, EPIC Trading, to select trades.  The CTAs 
are paid management fees of four percent (4%) of the equity assigned to them 
to manage plus an incentive fee of fifteen percent (15%) of New Net Profit, 
as that term is defined in the partnership agreement which governs the 
operation of the Registrant.  The partnership agreement is included as 
Exhibit A to the registration statement and is incorporated herein by 
reference.

After the commencement of business, the sale of Limited Partnership Units 
were made and continue to be made at an offering price determined at the end 
of each month after consideration of all profits, losses and expenses 
incurred by the Partnership.  In April of 1997, sales of Units were suspended 
because the broker dealer selected to make the sales elected, for reasons 
unrelated to the Fund, to leave the broker dealer business.  The Fund has 
selected Futures Investment Company, an NASD member broker dealer affiliated 
with the principal of the General Partner, as the successor broker dealer.  
Sales of Units are expected to resume in the near future. 

None of the purchasers of Limited Partnership Units have a voice in the 
management of the Partnership.  Reports of the Net Asset Value of the 
Partnership are sent to all purchasers of Units at the end of each month.  
The General Partner provides its management services for a management fee of 
two percent (2%) per year payable at the rate of one-sixth of one percent 
(1/6th of 1%) per month.  

Futures Investment Company, an introducing broker which is Affiliated with 
the General Partner, provides all clearing costs, including pit brokerage 
fees, which include floor brokerage, NFA and exchange fees for one percent 
(1%) of total equity per month [twelve percent (12%) per year] on deposit at 
ABN AMRO, the independent futures commission merchant selected by the General 
Partner to hold the funds of the partnership.  From inception of trading by 
the Partnership in November, 1996, until January 2, 1997, The Chicago 
Corporation, 208 South LaSalle Street, Chicago, IL 60604 was the futures 
commission merchant for the Partnership.  On January 2, 1997, the stock of 
The Chicago Corporation was purchased by ABN AMRO Capital Markets Holding, 
Inc., a subsidiary of ABN AMRO Bank, N.V., headquartered in Amsterdam, 
Netherlands.  What was formerly The Chicago Corporation was then merged with 
ABN AMRO Bank, N.V.'s wholly owned subsidiary, ABN AMRO Securities (USA) 
Inc., to form ABN AMRO Chicago Corporation, at the same address.  In 
February, 1998, the name of ABN AMRO Chicago Corporation was changed to ABN 
AMRO Incorporated ("FCM" or "ABN AMRO").  This change in ownership is not 
expected to affect the Registrant in any way.

The business of the Partnership is regulated by the Commodity Futures 
Exchange Commission pursuant to the Commodity Exchange Act.  These legal 
safeguards are not intended to protect investors from the risks inherent in 
the trading of commodities.  The trading of commodities is highly speculative 
and risky.  For a complete description of the risks and regulation of the 
business of the Partnership, see the Registration Statement for the 
partnership on file with the Securities and Exchange Commission at No. 33-
96292, particularly the Prospectus dated August 12, 1996, as amended by its 
post effective amendments, which are incorporated herein by reference.

Item 2.  Properties 

Registrant maintains the majority of its assets on deposit at ABN AMRO, 208 
South LaSalle Street, Chicago, IL 60604.  ABN AMRO is registered with the 
National Futures Association pursuant to the Federal Commodity Exchange Act 
as a commodity futures commission merchant.  The trading of commodities is 
highly speculative and the Registrant is at unlimited risk of loss, including 
the pledge of all of its assets, to the trades made on its behalf of the 
commodity trading advisor in the commodity markets.

Item 3.  Legal Proceedings

There have been no legal proceedings against the Registrant, its General 
Partner, or any of its Affiliates, directors or officers.  Neither the 
commodity trading advisor nor the commodity futures commission merchant 
selected by the Registrant have had any legal proceedings against them, any 
of its Affiliates, directors or officers which would materially effect the 
operation of the Registrant or its business.   

The Registrant is not aware of any threatened or potential claims or legal 
proceedings to which the Registrant is a party or to which any of its assets 
are subject.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters occurred during the period from December 31, 1997 to December 31, 
1998 or to the date of filing of this Form 10-K which were submitted to or 
required a vote of the Partners.   All of the day to day management of the 
Registrant is performed by its corporate General Partner.  The Limited 
Partners, (sic the Security Holders), have no right to participate in the 
management of the Partnership.  All of their voting rights, as defined in the 
Partnership Agreement, are limited to the selection of the General Partner, 
amendments to the Partnership Agreement, and other similar decisions. 

                                    PART II

Item 5.  Market for Registrant's Limited Partnership Units

The Partnership desires to be taxed as a partnership and not as a 
corporation.  In furtherance of this objective, the Partnership Agreement 
requires a security holder to obtain the approval of the General Partner 
prior to the transfer of any Units of Partnership interest.  Accordingly, 
there is no market for the Units and none is likely to develop.  The Partners 
must rely upon the right of Redemption provided in the Partnership Agreement 
to liquidate their interest.  

The Partnership has less than 300 holders of its securities.  Partners are 
required to represent to the issuer that they are able to understand and 
accept the risks of investment in a commodity pool for which no market will 
develop and the right of redemption will be the sole expected method of 
withdrawal of equity from the Partnership.  See the Prospectus dated August 
12, 1996, as amended by its post effective amendments, particularly the 
Partnership Agreement attached as Exhibit A, incorporated herein by 
reference, for a complete explanation of the right of redemption provided to 
Partners. 

Item 6.  Selected Financial Data

Registrant is not required to pay dividends or otherwise make distributions 
and none are expected.  The Partners must rely upon their right of redemption 
to obtain their return of equity after consideration of profits, if any, and 
losses from the Partnership.  See the Prospectus dated August 12, 1996, as 
amended by its post effective amendments, incorporated herein by reference, 
for a complete explanation of the allocation of profits and losses to a 
partners capital account.

Following is a summary of certain financial information for the Registrant 
for the period from  January 1, 1998 to December 31,1998.

                                                                  1998

Realized Gain (Loss) From Trading In Futures                  $(11,037)
Change in Unrealized Gains (Losses) on Open Contracts            2,880
Interest Income                                                 37,716
Management Fees                                                 46,097
Incentive Fees                                                   4,390
Net Income (Loss)                                              (92,882)
General Partner Capital                                         20,613
Limited Partner Capital                                        601,895
Total Partnership Capital                                      622,508
Net Income (Loss) Per Limited and
General Partner Unit*                                           (91.71)
Net Asset Value Per Unit At
End of Year                                                     684.14
----------------

* Based on weighted average units outstanding

Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operation.

The initial start-up costs attendant to the sale of partnership interests by 
use of a Prospectus which has been filed with the Securities and Exchange 
Commission are substantial.  The results of the partial year 1996 reflected 
the absorption of these costs by the Partnership. 

The Partnership Agreement grants the right to the General Partner to select 
the trading advisor or advisors and to otherwise manage the operation of the 
Partnership.  See the Prospectus dated August 12, 1996, as amended by its 
post effective amendments, incorporated by reference herein, for an 
explanation of the operation of the Partnership.

Item 8.  Financial Statements and Supplementary Data.

The Partnership financial statements as of December 31, 1998, were prepared 
by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL 
60635 and were audited by Frank L. Sassetti & Co., Certified Public 
Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each 
Partner, and are incorporated herein by reference and are provided at Pages 
F-1 through F-10 of this Form 10-K.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure.

No disagreements with the accountants identified in Item 8 above or any other 
experts selected by the Partnership in regard to the Prospectus dated August 
12, 1996, as amended by its post effective amendments, or the financial 
statements have occurred since the formation of the Partnership on October 
13, 1994, to the date of filing of this Form 10-K. 

The National Futures Association and the Commodity Futures Trading Commission 
adopted rules and regulations which changed the disclosures required of 
commodity pool operators during the years 1995 and 1996 which changed the 
method of presentation of the pool expenses in the Prospectus included in the 
Registration Statement from the date of the initial filing with the 
Securities and Exchange Commission to the effective date on August 12, 1996.  
Registrant used its best efforts to fully comply with all of these changes 
without objection to or from its accountants and other experts selected to 
make and audit these changes. 

                                   Part III

Item 10.  Directors and Executive Officers of the Registrant

The Registrant is a Limited Partnership which acts through its corporate 
general partner.  Accordingly, the Registrant has no Directors or Executive 
Officers.

The General Partner of the Registrant is Pacult Asset Management, 
Incorporated, a Delaware corporation.  The General Partner is registered as a 
commodity pool operator pursuant to the Commodity Exchange Act and Ms. Shira 
Del Pacult, age 42, is its sole shareholder, director, registered principal, 
and executive officer.  The background and qualifications of Ms. Pacult are 
disclosed in the Prospectus dated August 12, 1996, as amended by its post 
effective amendments, incorporated herein by reference.  Ms. Pacult is also a 
registered representative with Futures Investment Company, the broker dealer 
which will serve as underwriter of the "best efforts" offering of the Units 
once sales are resumed.  

Since April, 1998, the General Partner has operated a separate, privately 
offered commodity pool called Auburn Fund, Limited Partnership.  Ms. Pacult 
is also the principal of the general partner of another commodity pool called 
Atlas Futures Fund, Limited Partnership, which has not yet commenced 
business.

Item 11.  Executive Compensation.

The Registrant pays its General Partner a management fee of two percent (2%) 
per year, payable monthly, to serve the Partnership in an executive capacity.   
All operating costs related to management of the Partnership, including 
compensation to Ms. Pacult, are paid from that management fee.  The total 
paid to the General Partner during the year 1998 was $__,___.  The total 
incurred, including unpaid amounts as of December 31, 1998, was $15,___.

Ms. Pacult also earns compensation from the sale of the Units through the 
Affiliated selling broker and from the fixed commissions paid by the 
Partnership to the Affiliated introducing broker.  The amounts to be paid to 
the affiliated companies which results in compensation to Ms. Pacult are 
disclosed in the Prospectus dated August 12, 1996, as amended by the post 
effective amendments, which are incorporated herein by reference. 

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

(a)  No partners own more than five percent (5%) of the total equity of the 
partnership.

(b)  Pursuant to the terms of the Partnership Agreement and the offering, the 
General Partner must maintain no less than one percent (1%) of the total 
equity of the partnership.  As of December 31, 1998, the General Partner 
owned 30 Units of Limited Partnership interests.

(c)  The Limited Partnership Agreement governs the terms upon which control 
of the Partnership may change.  No change in ownership of the Units will, 
alone, determine the location of control.  A vote of the limited partners is 
required to change the control from the General Partner to another general 
partner.  Control of the management of the Partnership may never vest in one 
or more Limited Partners.  There were no changes in control of the 
Partnership from inception of operations to the date of the filing of this 
Form 10-K.

Item 13.  Certain Relationships and Related Transactions.

The General Partner has sole discretion over the selection of trading 
advisors.  The Affiliated introducing broker is paid a fixed commission for 
trades and, therefore, the General Partner has a potential conflict in the 
selection of a trading advisor who makes few trades rather than produces 
profits for the Partnership.  This conflict and others are fully disclosed in 
the Prospectus dated August 12, 1996, as amended by its post effective 
amendments, which are incorporated herein by reference.

Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)   1. Financial Statements

      See Index to Financial Statements for the period ended December 31, 
      1998.

      The Financial Statements begin on page F-1.

(a)   2. Financial Schedules

      Not applicable, not required, or included in the Financial Statements.

(a)   3. Exhibits.

Incorporated by reference from Form S-1, and all amendments at file No. 33-
96292 previously filed with the Washington, D. C. office of the Securities 
and Exchange Commission, particularly, the Prospectus dated August 12, 1996, 
as amended by its post effective amendments. 

<TABLE>
<CAPTION>
Exhibit                                                                     
Number    Description of Document                                               Date Filed

<S>       <C>                                                                   <C>
(1) - 01  Selling Agreement dated March 12, 1996, among the Partnership, the 
          General Partner, and World Invest Corporation, the Broker/Dealer.     March 12, 1996
(1)-02	 Selling Agreement dated July 22, 1997, among the partnership, the 
          General Partner and Futures Investment Company, the Broker/Dealer     July 28, 1997
(2)       None
(3) - 01  Articles of Incorporation of the General Partner                      August 28, 1995 
(3) - 02  By-Laws of the General Partner                                        August 28, 1995
(3) - 03  Board Resolution of General Partner to authorize formation of 
          Indiana Limited Partnership                                           August 28, 1995
(3) - 04  Amended and Restated Agreement of Limited Partnership of the 
          Registrant dated January 12, 1996
          (included as Exhibit A to the Prospectus).                            April 11, 1996
(3) - 05  Indiana Secretary of State acknowledgment of filing of Certificate 
          of Limited Partnership                                                April 11, 1996
(3) - 06  Certificate of Limited Partnership, Designation of Registered Agent
          and Certificate of Initial Capital filed with the Indiana Secretary
          of State on January 12, 1996                                          April 11, 1996
(4) - 01  Amended and Restated Agreement of Limited Partnership of the 
          Registrant dated January 15, 1996
          (included as Exhibit A to the Prospectus).                            April 11, 1996
(5) - 01  Opinion of The Scott Law Firm relating to the legality of the 
          Partnership Units.                                                    August 28, 1995
(6)       Not Applicable                                                            
(7)       Not Applicable                                                            
(8) - 01  Opinion of The Scott Law Firm with respect to Federal income tax 
          consequences.                                                         March 12, 1996
(9)       None                                                                                
(10) - 01 Form of Advisory Agreement between the Partnership and the CTA      
          (included as Exhibit F to the Prospectus)                             August 28, 1995
(10) - 02 Form of New Account Agreement between the Partnership and the FCM     March 12, 1996
(10) - 03 Form of Subscription Agreement and Power of Attorney                
          (included as Exhibit D to the Prospectus).                            March 12, 1996
(10) - 04 Escrow Agreement among Escrow Agent, Underwriter, and the 
          Partnership.  (included as Exhibit E to the Prospectus).              August 28, 1995
(10) - 05 Introducing Broker Clearing Agreement dated the 19th day of October,
          1995, by and between The Chicago Corporation as futures commission
          merchant (the "FCM") and Futures Investment Co. as introducing
          broker (the "IB")                                                     April 11, 1996
(11)      Not Applicable - start-up business                                       
(12)      Not Applicable                                                           
(13)      Not Required                                                             
(14)      None                                                                     
(15)      None                                                                     
(16)      Not Applicable                                                           
(17)      Not Required                                                             
(18)      Not Required                                                             
(19)      Not Required                                                             
(20)      Not Required                                                            
(21)      None                                                                     
(22)      Not Required                                                             
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants      December 14, 1998
(23) - 02 Consent of James Hepner, Certified Public Accountant                  August 28, 1995
(23) - 03 Consent of The Scott Law Firm.                                        August 5, 1996
(23) - 04 Consent of Michael J. Frischmeyer, CTA                                August 5, 1996
(23) - 05 Consent of World Invest Corporation                                   August 5, 1996
(23) - 06 Consent of Escrow Agent                                               August 28, 1995
(23) - 07 Consent of The Chicago Corporation                                    June 7, 1996
(22) - 08 Consent of Futures Investment Company                                 July 28, 1997
(23) - 09 Consent of Durland & Company                                          To be supplied
(24)      None                                                                     
(25)      None                                                                     
(26)      None                                                                     
(27)      Not Applicable                                                           
(28)      Not Applicable                                                           
(99) - 01 Subordinated Loan Agreement for Equity Capital                        April 11, 1996
(99) - 02 Representative's Agreement between World Invest Corporation and 
          Shira Del Pacult dated December 10, 1992                              June 7, 1996
(99) - 03 New Account Form for Futures Investment Company                       July 28, 1997
</TABLE>

(d) Reports on Form 8-K:  none

(e) Exhibits filed herewith:  none

(f) Financial Schedules filed herewith:  not applicable, not required or 
included with the financial statements

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the 
period ended December 31, 1998, to be signed on its behalf by the undersigned, 
thereunto duly authorized.

Registrant:                         Fremont Fund, Limited Partnership
                                    By Pacult Asset Management, Inc.
                                    Its General Partner


Date: March 29, 1999                By: s/ Shira Del Pacult
                                        Ms. Shira Del Pacult
                                        Sole Director, Sole Shareholder
                                        President and Treasurer

*******************************************************************************
                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                              FOR THE YEARS ENDED
                       DECEMBER 31, 1998, 1997 AND 1996
                       (With Auditors' Report Thereon)



                               GENERAL PARTNER:
                         Pacult Asset Management, Inc.
                                 2990 West 120
                            Fremont, Indiana  46737


<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                 YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996




                               TABLE OF CONTENTS


                                                           Page

Independent Auditors' Report                               F-1

Financial Statements -
      Balance Sheet                                        F-2

      Statement of Operations                              F-3

      Statement of Partners' Equity                        F-4

      Statement of Cash Flows                              F-5

      Notes to Financial Statements                     F-6 - F-10

<PAGE>

Frank L. Sassetti & Co.
Certified Public Accountants

To The Partners
Fremont Fund, Limited Partnership
Fremont, Indiana


                         INDEPENDENT AUDITORS' REPORT


      We have audited the accompanying balance sheets of FREMONT FUND, 
LIMITED PARTNERSHIP as of December 31, 1998 and 1997, and the related 
statements of operations, partners' equity and cash flows for each of the 
three years in the period ended December 31, 1998.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

      We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of FREMONT FUND, 
LIMITED PARTNERSHIP as of December 31, 1998 and 1997, and the results of its 
operations and its cash flows for each of the three years in the period ended 
December 31, 1998 in conformity with generally accepted accounting 
principles.



Accountants:                            Frank L. Sassetti & Co.
                                        Certified Public Accountants


Date:  March 18, 1999                   By: /s/ Frank L. Sassetti & Co.
                                        Frank L. Sassetti & Co.
                                        Certified Public Accountants

                                      F-1
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                                 BALANCE SHEET

                          DECEMBER 31, 1998 AND 1997



                                    ASSETS

                                                   1998          1997  
                                                 --------      --------
Cash  (Note 7)                                   $  9,891      $ 36,029 
United States Treasury Obligations (Note 6)       553,832       833,160 
Accrued interest receivable                         2,061         8,754 
Prepaid commissions                                 1,658 
Equity in Commodity Futures Trading Accounts -
  Cash (Note 6)                                    74,443       116,594 
  Net unrealized gain (loss) on open
   commodity futures contracts  (Note 8)                         (2,880)
Organization costs, net of amortization (Note 1)                    915
                                                 --------      --------
                                                 $641,885      $992,572 
                                                 ========      ========

                       LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Accrued commissions payable                    $             $ 12,666 
  Accrued management fees payable                   6,314         6,544 
  Accrued accounting fees payable                   1,306         2,023 
  Accrued auditing fees payable                     1,495         3,500 
  Due to general partner                                          1,661 
  Partner redemptions payable                      10,262        11,922
                                                 --------      --------
            Total Liabilities                      19,377        38,316
                                                 --------      --------

PARTNERS' CAPITAL
      Limited partners - (879.78 units and 1207.47
       units in 1998 and 1997, respectively)      601,895       932,082 
      General partner - (30.13 units)              20,613        22,174 
                                                 --------      --------
            Total Partners' Capital               622,508       954,256 
                                                 --------      --------

                                                 $641,885      $992,572 
                                                 ========      ========

                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-2
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                            STATEMENT OF OPERATIONS

             FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



                                           1998          1997         1996  
                                        ----------   ----------    ----------
REVENUES
  Realized gain (loss) from trading in
   futures                              $  11,037    $  (1,667)    $     (57)
  Realized gain from trading options       20,482       24,413 
  Realized gain (loss) on exchange rate
   fluctuation                               (367)         335            28 
  Changes in unrealized gains (loss) on 
   open commodity futures contracts         2,880      (20,769)       17,861 
  Interest income                          37,716       49,620         6,259 
  Redemption penalty income                 4,276          236
                                        ----------   ----------    ----------
            Total Revenues                 76,024       52,168        24,091 
                                        ----------   ----------    ----------


EXPENSES
  Commissions                              90,478      112,058         8,542 
  Management fees                          46,097       57,264         4,492 
  Incentive fees                            4,390                      1,717 
  Professional accounting and legal fees   26,582       27,137         1,499 
  Other operating and administrative
   expenses                                   445        1,382           637 
  Amortization of organization costs          915        1,220           305 
                                        ----------   ----------    ----------
            Total Expenses                168,907      199,061        17,192 


NET INCOME (LOSS)                       $ (92,883)   $(146,893)    $   6,899 
                                        ==========   ==========    ==========


NET INCOME (LOSS) -
      Limited partnership unit          $  (91.71)   $ (119.19)    $    7.65 
                                        ==========   ==========    ==========
      General partnership unit          $  (51.81)   $  (98.90)    $   15.31 
                                        ==========   ==========    ==========

                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-3
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         STATEMENT OF PARTNERS' EQUITY

             FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



                          Limited           General            Total     
                          Partners          Partners      Partners' Equity
                      Amount    Units    Amount   Units    Amount    Units 

Balance -
 December 31, 1995  $     963       1    $    963     1   $   1,926      2 

Additions of
 904 units            760,827     875      24,000    29     784,827    904 

Net income              6,708                 191             6,899 
                   -----------   -----   ---------  ----  ----------  -----

Balance -
 December 31, 1996    768,498     876      25,154    30     793,652    906 

Additions of
 362 units            331,221     362                       331,221    362 

Withdrawals of
 31 units             (23,724)    (31)                      (23,724)   (31)

Net loss             (143,913)             (2,980)         (146,893) 
                   -----------   -----   ---------  ----  ----------  -----
Balance -
 December 31, 1997    932,082   1,207      22,174    30     954,256  1,237 

Withdrawals of
 327 units           (238,865)   (327)                     (238,865)  (327)

Net loss              (91,322)             (1,561)          (92,883) 
                   -----------   -----   ---------  ----  ----------  -----

Balance -
  December 31, 1998  $ 601,895    880    $ 20,613    30    $ 622,508   910 
                   ===========   =====   =========  ====  ==========  =====


                         December 31,      December 31,      December 31,
                             1998              1997              1996    
      
Value per unit              $684.14           $771.05           $875.54
                            =======           =======           =======
Total partnership units     909.91           1,237.60            906.47
                            =======           =======           =======

                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-4
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                            STATEMENT OF CASH FLOWS

             FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



                                           1998          1997         1996  
                                        ----------   ----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                     $ (92,883)   $(146,893)    $   6,899 
  Adjustments to reconcile net income
   to net cash provided by operating
   activities -
    Amortization of organization costs        915        1,220           305 
    Changes in operating assets and
     liabilities -
      Equity in Commodity Future
      Trading Accounts                     39,271      180,590      (294,304)
      Accrued interest receivable           6,693       (6,375)       (2,379)
      U. S. Treasury Obligations          279,328     (470,508)     (362,652)
      Prepaid commissions                  (1,658)
      Accrued commissions payable         (12,666)      (1,396)       14,062
      Management and incentive
       fees payable                          (230)       2,994         3,550 
      Accounting fees payable                (717)       1,289           734 
      Auditing fees payable                (2,005)       3,500 
      Due to partners                      (3,321)       2,723        10,860 
                                        ----------   ----------    ----------
           Net Cash Provided by
            (Used in) Operating
              Activities                  212,727     (432,856)     (622,925) 
                                        ----------   ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Organization costs                                                  (2,440) 
                                        ----------   ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of units, net
   of sales commissions                                331,221       830,327 
  Syndication and registration costs                                 (45,500)
  Partner redemptions                    (238,865)     (23,724) 

            Net Cash Provided by
              (Used in) Financing
                Activities               (238,865)     307,497       784,827 
                                        ----------   ----------    ----------
NET INCREASE (DECREASE) IN CASH           (26,138)    (125,359)      159,462 

CASH -
      Beginning of period                  36,029      161,388         1,926 
                                        ----------   ----------    ----------
      End of period                     $   9,891    $  36,029     $ 161,388 
                                        ==========   ==========    ==========

                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-5
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1998, 1997 AND 1996


1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

            Fremont Fund, Limited Partnership (the Fund) was formed January 
12, 1995.  The Fund is engaged in speculative trading of futures contracts in 
commodities.  Pacult Asset Management, Inc. is the General Partner and the 
commodity pool operator (CPO) of Fremont Fund, Limited Partnership.  The 
commodity trading advisors (CTAs) are Michael J. Frischmeyer and Epic 
Trading, who have the authority to trade so much of the Fund's equity as are 
allocated to them by the General Partner.

      Income Taxes  -  In accordance with the generally accepted method  of 
presenting partnership financial statements, the financial statements do not 
include assets and liabilities of the partners, including their obligation 
for income taxes on their distributive shares of the net income of the Fund 
or their rights to refunds on its net loss. 

      Organizational Costs  -  Organizational costs are capitalized and 
amortized over twenty-four months on a straight line method starting when 
operations began, payable from profits or capital subject to a 2% annual 
capital limitation.  All organizational costs paid to date have been 
capitalized.  Amortization expense of $915, $1,220 and $305 was recorded for 
the years ended December 31, 1998, 1997 and 1996, respectively.

      Registration Costs  -  Costs incurred for the initial registration with 
the Securities and Exchange Commission, National Association of Securities 
Dealers, Inc., Commodity Futures Trading Commission, National Futures 
Association (the "NFA") and the states where the offering was made were 
accumulated, deferred and charged against the gross proceeds of offering at 
the initial closing.  Recurring registration costs, if any, will be charged 
to expense as incurred.

      Revenue Recognition  -  Commodity futures contracts are recorded on the 
trade date and are reflected in the accompanying Balance Sheet at the 
difference between the original contract amount and the market value on the 
last business day of the reporting period.

            Market value of commodity futures contracts is based upon 
exchange closing quotations.


                                      F-6
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1998, 1997 AND 1996


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Use of Accounting Estimates - The preparation of financial statements 
in conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosure of contingent assets and liabilities 
at the date of the financial statements and reported amounts of revenues and 
expenses during the reporting period.  Actual results could differ from these 
estimates.

      Statement of Cash Flows - Net cash provided by operating activities 
includes no cash payments for interest or income taxes for the years ended 
December 31, 1998, 1997 and 1996 since the Fund has no debt nor pays federal 
income taxes.  For purposes of the Statement of Cash Flows, the Fund 
considers only cash and money market funds to be cash equivalents.

      Reclassifications - Certain items of the prior years financial 
statements have been reclassified to conform to current year presentation.


2.      GENERAL PARTNER DUTIES

            The responsibilities of the General Partner, in addition to 
directing the trading and investment activity of the Fund, include executing 
and filing all necessary legal documents, statements and certificates of the 
Fund, retaining independent public accountants to audit the Fund, employing 
attorneys to represent the Fund, reviewing the brokerage commission rates to 
determine reasonableness, maintaining the tax status of the Fund as a limited 
partnership, maintaining a current list of the names, addresses and numbers 
of units owned by each Limited Partner and taking such other actions as 
deemed necessary or desirable to manage the business of the Partnership.


3.      THE LIMITED PARTNERSHIP AGREEMENT

            The Limited Partnership Agreement provides, among other things, 
that -

      Capital Account - A capital account shall be established for each 
partner.  The initial balance of each partner's capital account shall be the 
amount of the initial contributions to the partnership.

                                      F-7
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1998, 1997 AND 1996



3.      THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

      Monthly Allocations - Any increase or decrease in the Partnership's  
net asset value as of the end of a month shall be credited or charged to the 
capital account of each Partner in the ratio that the balance of each account 
bears to the total balance of all accounts.

            Any distribution from profits or partners' capital will be made 
solely at the discretion of the General Partner.

      Allocation of Profit and Loss for Federal Income Tax Purposes -As of 
the end of each fiscal year, the Partnership's realized capital gain or loss 
and ordinary income or loss shall be allocated among the Partners, after 
having given effect to the fees of the General Partner and the Commodity 
Trading Advisors and each Partner's share of such items are includable in the 
Partner's personal income tax return.

      Redemption - No partner may redeem or liquidate any Units until six 
months after the commencement of trading.  A Limited Partner may withdraw any 
part or all of his units from the Partnership at the Net Asset Value per Unit 
as of the last day of any month on ten days prior written notice to the 
General Partner.  A redemption fee payable to the Partnership of a percentage 
of the value of the redemption request bears the following schedule.  This 
fee is to be applied first to pay organization and initial registration costs 
of the Partnership and, thereafter, to the benefit of the other Partners in 
proportion to their capital accounts.

            *      4% if such request is received prior to the end of the 
sixth month after the commencement of trading.

            *      3% if such request is received during the seventh to 
twelfth months.

            *      2% if such request is received during the thirteenth to 
eighteenth months.

            *      1% if such request is received during the nineteenth to 
twenty-fourth months.

            *      0% thereafter.

                                      F-8
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1998, 1997 AND 1996



4.      FEES

                        The Fund is charged the following fees on a monthly 
basis since the commencement of trading on November 14, 1996.

            *      A management fee of 4% (annual rate) of the Fund's net 
assets allocated to each CTA to trade will be paid to each CTA and 2% of 
equity to the Fund's General Partner.

            *      An incentive fee of 15% of "new trading profits" will be 
paid to each CTA.  "New trading profits" includes all income earned by each 
CTA and expense allocated to his activity.  In the event that trading 
produces a loss, no incentive fees will be paid and all losses will be 
carried over to the following months until profits from trading exceed the 
loss.

            *      The Fund will pay fixed commissions of 12% (annual rate) 
of net assets, payable monthly, to the Introducing Broker affiliated with the 
General Partner.  The Affiliated Introducing Broker will pay the costs to 
clear the trades to the futures commission merchant and all PIT Brokerage 
costs which shall include the NFA and exchange fees.


5.      REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

                        Certain trades executed by the Fund are denominated 
in foreign currencies.  Gains and losses on these transactions are recorded 
as futures trading gains or losses at the U. S. dollar equivalent on the date 
the trade is settled.  Exchange rate fluctuation gain or loss is reflected 
when residual amounts of foreign currencies are reconverted to U. S. dollars. 


6.      PLEDGED ASSETS

                        The U. S. Treasury Obligations and cash in trading 
accounts are pledged as collateral for commodities trading on margin.


                                      F-9
<PAGE>

                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1998, 1997 AND 1996



7.      CONCENTRATIONS OF CREDIT RISK

                        The Fund maintains its cash balances at a high credit 
quality financial institution.  The balances may, at times, exceed federally 
insured credit limits.


8.      OFF BALANCE SHEET RISK

                        As discussed in Note 1, the Fund is engaged in 
speculative trading of futures contracts in commodities.  The carrying 
amounts of the Fund's financial instruments and commodity contracts generally 
approximate their fair values at December 31.  There were no open commodity 
contracts as of December 31, 1998.  Open commodity contracts had a gross 
contract value of $272,220 on long positions at December 31, 1997 and 
$3,891,594 on long positions and $180,775 on short positions at December 31, 
1996.

                        Although the gross contract values of open commodity 
contracts represent market risk, they do not represent exposure to credit 
risk, which is limited to the current cost of replacing those contracts in a 
gain position.  The unrealized gain (loss) on open commodity future contracts 
at December 31, 1998, 1997 and 1996 was $0, $(2,880) and $17,889, 
respectively.

                                     F-10
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